Annual Information Form for the fiscal year ended December 31, 2006;

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2006; and

Consolidated Financial Statements for the fiscal year ended December 31, 2006 (Note 24 to the Consolidated Financial Statements relates to United States Accounting Principles and Reporting (U.S. GAAP)).

Certifications. See Exhibits 99.4 and 99.5 to this Annual Report on Form 40-F.

Disclosure Controls and Procedures. As of the end of the registrant’s fiscal year ended December 31, 2006, an evaluation of the effectiveness of the registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by the registrant’s principal executive officer and principal financial officer. Based upon that evaluation, the registrant’s principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, the registrant’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

It should be noted that while the registrant’s principal executive officer and principal financial officer believe that the registrant’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the registrant’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Management’s Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over the registrant’s financial reporting. The registrant’s internal control system was designed to provide reasonable assurance that all transactions are accurately recorded, that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the registrant’s assets are safeguarded.

Management has assessed the effectiveness of the registrant’s internal control over financial reporting as at December 31, 2006. In making its assessment, management used the Committee of Sponsoring Organizations of the Treadway Commission framework in Internal Control — Integrated Framework to evaluate the effectiveness of the registrant’s internal control over financial reporting. Based on the assessment, management has concluded that the registrant’s internal control over financial reporting was effective as of December 31, 2006.

Management excluded from its assessment the internal control over financial reporting at HQI Transelec Chile S.A., Trizec Properties Inc. and Trizec Canada Inc., which were acquired during 2006, whose total assets, net assets, total revenues, and net income on a combined basis constitute approximately 27%, 12%, 5% and nil%, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2006.

Management’s assessment of the effectiveness of the registrant’s internal control over financial reporting as at December 31, 2006 has been audited by Deloitte & Touche LLP, as stated in their Auditor’s Report that accompanies the registrant’s Consolidated Financial Statements for the fiscal year ended December 31, 2006, incorporated by reference as Exhibit 99.3 to this Annual Report on Form 40-F.

Attestation Report of the Registered Public Accounting Firm. The required disclosure is included in Exhibit 99.9 hereto, which is incorporated by reference into this Annual Report on Form 40-F.

Changes in Internal Control Over Financial Reporting. During the fiscal year ended December 31, 2006, there were no changes in the registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

99.1

 

99.2

 

99.3

 

99.4

 

99.5

 

99.6

 

99.7

 

99.8

 

99.9